SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ngo Agnes Catherine

(Last)

(First)

(Middle)

220 S KING STREET

(Street)

HONOLULU

96813

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTRAL PACIFIC FINANCIAL CORP [ CPF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/12/2023		S⁽¹⁾		3,333	D	$16.4111⁽²⁾	105,354	I	Co-Trustee of Hines & Ngo 2000 Family Trust dtd 4/18/00
Common Stock								5,886	I	CPB Foundation
Common Stock⁽³⁾								5,995	D
Common Stock⁽⁴⁾								6,793	D
Common Stock⁽⁵⁾								1,689	D
Common Stock⁽⁶⁾								7,645	D
Common Stock								3,548	D
Common Stock⁽⁷⁾⁽⁸⁾								5,594	D
Common Stock⁽⁹⁾								2,056	D
Common Stock⁽¹⁰⁾								3,365	D
Common Stock⁽¹¹⁾								3,424	D
Common Stock⁽¹²⁾								3,039	D
Common Stock⁽¹³⁾								6,672	D
Common Stock⁽¹⁴⁾								9,746	D
Common Stock⁽¹⁴⁾								6,363	D
Common Stock⁽¹⁵⁾								2,375	D
Common Stock⁽¹⁶⁾								3,681	D
Common Stock⁽¹⁷⁾								3,128	D
Common Stock⁽¹⁸⁾								2,258	D
Common Stock								9,480	D
Common Stock⁽¹⁹⁾								5,767	D
Common Stock								2,714	I	Robert Hines IRA
Common Stock⁽²⁰⁾								2,855	D
Common Stock⁽²¹⁾								11,431	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 Plan entered into by the reporting person on May 1, 2023. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.

2. Represents the weighted average purchase price. The shares were purchased at prices ranging from $16.33 to $16.62 per share. Full information regarding the number of shares purchased at each price shall be provided to the Securities and Exchange Commission staff (the "Staff"), Issuer, or a security holder of Issuer, upon request.

3. 2/15/17 PSU Grant that cliff vests on 2/18/20 based on 2019 year-end performance results. Amount reported is actual number of shares that vested and were issued on 2/18/20.

4. 2/15/18 PSU Grant that cliff vests on 2/16/21 based on 2020 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/16/21.

5. 2/15/19 PSU Grant that cliff vests on 2/15/22 based on 2021 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/15/22.

6. 2/16/16 PSU Grant that cliff vests on 2/15/19 based on 2018 year-end performance results. Amount reported is actual number of shares that vested and were issued on 2/15/19.

7. 2/16/21 PSU Grant that cliff vests on 2/16/23 based on 2022 year-end performance results. Amount reported is actual number of shares that vested and were issued on 2/16/23.

8. 2/16/21 PSU Grant that cliff vests on 2/16/23 based on 2022 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/16/23.

9. 2/16/21 PSU Grant that cliff vests on 2/16/23. Amount reported is actual number of shares that vested and were issued on 2/16/23.

10. 2/15/19 RSU Time-Based Grant. Shares vest evenly over 3 years

11. 2/18/20 RSU Time-Based Grant. Shares vest evenly over 3 years

12. 2/15/18 RSU time-based grant. Shares vest evenly over 3 years.

13. 2/15/22 RSU Time-Based Grant. Shares vest evenly over 3 years

14. 2/16/21 RSU Time-Based Grant. Shares vest evently over 2 years

15. 2/15/17 RSU Time-Based Grant. Shares vest evenly over 3 years

16. 2/16/16 RSU Time-Based Grant. Shares vest equally over 3 years.

17. RSU time-based grant. Shares vest evenly over 3 years

18. RSUs time-based; granted 2/17/15

19. RSUs performance-based were originally filed on 3/4/2014 at the maximum performance criteria. This supplements that filing to note the actual number shares that vested based on the performance results.

20. RSUs time-based originally filed on 3/4/2014 were reported with RSUs performance-based and combined into one holding. This clarifies that filing and creates a separate holding for the RSUs time-based only.

21. RSU time-based grant 8/17/15, with 5-year vesting schedule, whereby shares to vest in equal increments over 5-years.

	/s/ Stacey Rocha, attorney-in-fact for Ms. A.C. Ngo	10/12/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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